Pets at Home Group PLC

Proxy Solicitation & Information Statement • Jul 24, 2014

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

The Chairman of Pets at Home Group Plc (the "Company") invites you to attend the Annual General Meeting of the Company to be held at The Hilton Hotel, 303 Deansgate, Manchester M3 4LQ on 9 September 2014 at 11.00 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 9 September 2014

To be effective, all proxy appointments must be lodged with the Registrars of Pets at Home Group Plc (the "Company"), at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 5 September 2014 at 11.00 am (or, in the event of an adjournment, not less than 48 hours before the stated time of the adjourned meeting (excluding any part of a day that is not a working day)).

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 707 1690 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
• 4. Pursuant to the terms of the Company's articles of association and Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and

vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the register of members of the Company at 6.00pm on 5th September 2014 (or, in the event of an adjournment, by 6.00pm on the date which is two days before the stated time of the adjourned meeting (excluding any part of a day that is not a working day)). Changes to entries on the Company's register of members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 11.00am on 5th September 2014, (or, in the event of an adjournment, not less than 48 hours before the stated time of the adjourned meeting (excluding any part of a day that is not a working day)). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 6. The above is how your address appears on the Company's register of members. If this information is incorrect please ring the Registrar's helpline on 0870 707 1690 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 7. Any alterations made to this form should be initialled.
• 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

All Named Holders

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Pets at Home Group Plc to be held at The Hilton Hotel, 303 Deansgate, Manchester M3 4LQ on 9 September 2014 at 11.00 am, and at any adjourned meeting.

*

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.							Please use a black pen. Mark with an X inside the box as shown in this example.
	Ordinary Resolutions	For	Against	Vote Withheld				For	Against	Vote Withheld
1.	To receive the Company's audited financial statements for the financial year ended 27 March 2014, together with the directors' report and the auditor's report on those financial statements.				4H.	To elect Tessa Green as a director of the Company.
2.	To approve the directors' remuneration report (other than the part containing the directors' remuneration policy) for the year ended 27 March 2014.				4I.	To elect Paul Moody as a director of the Company.
3.	To approve the directors' remuneration policy.				5.	To re-appoint KPMG LLP as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company at which accounts are laid.
4A.	To elect Tony DeNunzio as a director of the Company.				6.	To authorise the Directors to set the fees paid to the auditor of the Company.
4B.	To elect Dennis Millard as a director of the Company.				7.	Authority to allot shares.
4C.	To elect Nick Wood as a director of the Company.				8.	Authority to make political donations and expenditure.
4D	To elect Ian Kellett as a director of the Company.				9.	Special Resolutions Partial disapplication of pre-emption rights.
4E.	To elect Brian Carroll as a director of the Company.				10.	Authority to purchase own shares.
4F.	To elect Amy Stirling as a director of the Company.				11.	Notice period for general meetings other than AGMs.
4G.	To elect Paul Coby as a director of the Company.					Intention To Attend Please indicate if you intend to attend the AGM
	Resolutions 1-8 (inclusive) are proposed as ordinary resolutions and resolutions 9-11 (inclusive) are proposed as special resolutions.
	I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
Signature			Date
							In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

H 1 1 0 4 5 0 T P E